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Acquisitions of and investment in businesses
 12 Months Ended
Sep. 30, 2025
Acquisitions of and investment in businesses  
Acquisitions of and investment in businesses

3.Acquisitions of and investment in businesses

Acquisition of Mediserve Medical Equipment of Kingsport, Inc

On July 1, 2025, the Company, through QHM Holdings Inc., acquired 100% of Mediserve Medical Equipment of Kingsport, Inc. (“Mediserve”). Mediserve is a Tennessee-based company with operations in two states in the same industry as the Company. The purchase price was $2,616,000, comprised of $2,466,000 in cash at closing to the sellers, plus $150,000, the present value of a $160,000 holdback. The cash at closing was paid from cash on hand. The Company has determined that the transaction is an acquisition of a business under ASC 805 Business Combinations, and it has been accounted for by applying the acquisition method. The Company expensed $173,000 of professional fees in conjunction with the acquisition for the fiscal year ended September 30, 2025.

The unaudited pro forma revenues and net income (loss) for Mediserve for the year ended September 30, 2025 as if the acquisition had occurred on October 1, 2024, was approximately $6,600,000 and ($100,000), respectively, of which approximately $1,600,000 and $0 were recognized during the year ended September 30, 2025.

The fair value of the acquired assets and liabilities is provisional as of September 30, 2025 pending final evaluations of assets and liabilities and is as follows:

​

​

​

​

​

Accounts receivable

  ​ ​ ​

$

850

Inventory

​

 

176

Property, equipment, and right of use assets

​

​

1,903

Goodwill

​

 

187

Accrued liabilities

​

​

(17)

Deferred revenue

​

 

(170)

Lease liabilities

​

​

(313)

Net assets acquired

​

$

2,616

Cash paid at closing

​

$

2,466

Holdback payable

​

​

150

Consideration paid or payable

​

$

2,616

​

The goodwill is attributable to expected synergies from the combining operations. All of the goodwill is deductible for income tax purposes.

Acquisition of Controlling Interest of Hart

Effective September 1, 2025, the Company, through QHM Holdings Inc., acquired a 60% interest in Hart. Hart is a Michigan-based company with operations in two states in the same industry as the Company. The total value of Hart, net of cash, was $30,939,000, and the Company acquired its 60% ownership through the payment of $17,372,000 in cash to the sellers and a debt payoff of $3,261,000 at closing. The cash was obtained through borrowings on the senior credit facility (“the Facility”) described in Note 9. The Company has determined that it has a controlling interest of Hart and accounted the transaction as an acquisition under ASC 805, with the noncontrolling interest shown as noncontrolling interest. The Company expensed $473,000 of professional fees in conjunction with the acquisition during the fiscal year ended September 30, 2025.

The unaudited pro forma revenues and net income (loss) for Hart for the year ended September 30, 2025, as if the acquisition had occurred on October 1, 2024, was approximately $65,000,000 and ($600,000), respectively, of which approximately $5,700,000 and $400,000 were recognized during the year ended September 30, 2025.

The fair value of the acquired assets and liabilities is provisional as of September 30, 2025 pending final evaluations of assets and liabilities and is as follows:

​

​

​

​

​

Accounts receivable

  ​ ​ ​

$

7,307

Inventory

​

 

2,194

Prepaid and other current assets

​

 

426

Property, equipment, and right of use assets

​

​

10,376

Goodwill

​

 

10,640

Intangible asset - customer relationships (20 year amortization)

​

​

11,960

Intangible asset - trade name (10 year amortization)

​

​

3,500

Intangible asset - non-compete agreements (5 year amortization)

​

​

200

Accounts payable

​

​

(10,467)

Accrued liabilities

​

​

(2,104)

Deferred revenue

​

 

(876)

Lease liabilities

​

​

(2,217)

Net assets acquired

​

$

30,939

Minority interest

​

​

(11,581)

Consideration for controlling interest

​

$

19,358

Cash paid at closing

​

$

20,633

Cash acquired

​

​

(1,275)

Consideration paid or payable

​

$

19,358

​

The goodwill is attributable to expected synergies from the combining operations. All of the goodwill is deductible for income tax purposes.

Purchase price payable

The purchase price payable included on the consolidated statements of financial position relates to holdbacks of Mediserve and others from prior years, less payments and adjustments made. Below is the movement in purchase price payable for the years ended September 30, 2025 and 2024:

​

​

​

​

​

Balance, September 30, 2023

​

$

1,457

Accretion of interest

​

 

37

Derecognition of purchase price payable

​

​

(550)

Payments

​

 

(944)

Balance, September 30, 2024

​

$

—

Acquisition of Mediserve

​

​

150

Accretion of interest

​

 

2

Payments

​

 

—

Balance, September 30, 2025

​

$

152

​